UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1996 COMMISSION FILE NO. 1-14350 MONEYGRAM PAYMENT SYSTEMS, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 84-1327808 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 7401 W. Mansfield Ave. Lakewood, CO 80235 303-716-6800 ------------------------------- --------------------------- (Address of principal executive (Registrant's telephone offices) (Zip Code) number including area code) The undersigned registrant hereby amends the following item of its Annual Report on Form 10-K for fiscal year ended December 31, 1996 to include the pages attached hereto and Exhibit 27 therein. (List of such items, financial statements, exhibits or other portions amended.) ITEM 14. (EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K) is hereby amended by the deletion of such Item in its entirety and the inclusion of the text attached hereto in replacement thereof. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) (1) Index to Financial Statements: The Financial Statements and the notes thereto, together with the report thereon of Ernst & Young LLP, dated March 14, 1997, appear on pages 16 through 28 of this Report. Financial statement schedules not included in this Report have been omitted because they are not applicable or the required information is shown on the Financial Statements or notes thereto. (a) (2) Financial Statement Schedules: None (a) (3) Exhibits: The following exhibits are filed as part of this Annual Report or, where indicated, were heretofore filed and are hereby incorporated by reference. 2.1 Contribution Agreement, dated as of December 10, 1996, among the Company, IPS and First Data. 3.1 Certificate of Incorporation of the Company, as amended to date (incorporated herein by reference to Exhibit 3.1 of the Company's Registration Statement No. 333-228). 3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement No. 333-228). 10.1 Operations Agreement, dated as of December 10, 1996, among the Company, IPS and First Data Technologies, Inc. 10.2 Software License Agreement, dated as of December 10, 1996, between the Company and IPS. 10.3 Service Mark Letter Agreement, dated as of December 10, 1996, among Western Union Financial Services, Inc., First Data and the Company which includes the Service Mark License Agreement among such parties as an exhibit thereto. 10.4 Human Resources Agreement, dated as of December 10, 1996, among the Company, IPS and First Data. 10.5 Telecommunications Services Sharing Agreement, dated as of December 10, 1996, between the Company and First Data. 10.6 Agreement among American Express Travel Related Services Company, Inc., Banamex and California Commerce Bank, as amended (subject to a request for confidential treatment pursuant to Rule 406 of the Securities Act) (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement No. 333-228). 10.7 1996 Stock Option Plan of the Company. 10.8 1996 Broad-Based Stock Option Plan. 10.9 Lease Agreement between the Company and the Mutual Life Insurance Company of New York in respect of certain facilities located in Lakewood, Colorado (incorporated by reference to Exhibit 10.10 the Company's Registration Statement No. 333-228). 2 10.10 Short-Term Working Capital Facility, dated as of December 10, 1996, between First Data and the Company. 10.11 Letter Agreement between the Company and Western Union regarding Banamex (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement No. 333-228). 23.1 Consent of Independent Auditors 27. Financial Data Schedule (b)(1) Reports on Form 8-K: None Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MONEYGRAM PAYMENT SYSTEMS, INC. By: /s/ John M. Fowler --------------------------------------- John M. Fowler Director, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: April 15, 1996 3